Abstract

Congress responded to the financial accounting scandals of the new millennium by enacting the Sarbanes-Oxley Act of 2002, which required the Securities and Exchange Commission (“SEC”) to study filings by issuers and report on the extent of off-balance sheet arrangements, particularly those involving leases. In 2005, the SEC reported that there “may be approximately $1.25 trillion in non-cancellable future cash obligations committed under operating leases that are not recognized on issuer balance sheets, but are instead disclosed in the notes to the financial statements.” Accordingly, the SEC Report requested the Financial Accounting Standards Board (“FASB”) to craft new rules to record more lessee liabilities on the balance sheet. In 2016, the FASB issued sweeping new rules that affect virtually every firm that leases assets “such as real estate, airplanes, and manufacturing equipment.” In a dramatic change in approach, every lease for more than 12 months will be capitalized and recorded on the lessee’s balance sheet as reflecting both a “right of use asset” and a corresponding liability. The new rules move away from the formalism of bright line rules and toward an affirmative obligation to record economic substance. This article provides an overview of the history, policy and mechanics of the new rules, which are likely to have significant economic impact on many firms.